MA Form 4: Director Harit Talwar Boosts Holdings to 2,666 Shares

Rhea-AI Filing Summary

Mastercard Inc. (MA) – Form 4 Insider Transaction

Director Harit Talwar reported the receipt of 458 Class A common shares on 24 Jun 2025. The award is classified as restricted stock; it vested immediately but remains non-transferable until 24 Jun 2029. No cash was paid for the shares (price $0). Following the grant, Talwar’s direct ownership totals 2,666 shares. No derivative securities were involved and no sales occurred.

The filing includes a power-of-attorney exhibit and was signed by Craig Brown on 26 Jun 2025.

Insights

Securities Analyst

TL;DR: Small routine insider award; no valuation impact.

The 458-share grant is worth roughly US$200k at current prices—immaterial against MA’s US$400 bn market cap. Because the shares were granted (not purchased on the open market) and remain transfer-restricted for four years, the filing does not suggest active buying interest or signal a change in fundamental outlook. Insider ownership moves slightly higher, but total holdings (2,666 shares) remain de-minimis. I classify the event as neutral for investors.

Corporate Governance Expert

TL;DR: Standard director equity compensation; governance intact.

The award aligns director incentives with shareholders through equity, consistent with good governance practice. Immediate vesting paired with transfer restrictions is typical in mature compensation plans. No red flags—no accelerated vesting, repricing, or related-party issues. Impact on governance risk profile is negligible. Overall effect on investment thesis is not material.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Talwar Harit

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/24/2025		A		458(1)	A	$0	2,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock award that was fully vested on June 24, 2025, the date of grant, but is subject to transfer restrictions until June 24, 2029.

Remarks:

Exhibit 24: Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Harit Talwar, pursuant to a power of attorney dated June 23, 2025	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Mastercard (MA) shares did Director Harit Talwar receive?

He received 458 restricted shares on 24 Jun 2025.

What is Talwar’s total direct holding in MA after the transaction?

After the grant, he directly owns 2,666 shares.

Did the director pay anything for the shares?

No. The shares were granted at $0 cost as part of equity compensation.

When can the awarded shares be transferred or sold?

Transfer is restricted until 24 Jun 2029.

Were any derivative securities involved in this Form 4?

No derivative securities were reported in the filing.